Merchant Terms and Conditions

Subject to the terms and conditions hereof, we hereby grant Merchant a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license solely to use the Application as a Merchant.

We shall maintain all copyright and other proprietary notices we generate for the Application. Except as set forth expressly herein, Merchant shall not, and shall not permit any third party to, (a) reverse engineer or attempt to find the underlying code of, the Application or the Services; (b) modify the Application, or insert any code or product, or in any other way manipulate the Application; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Application except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Merchant shall inform us in writing in each instance prior to engaging in the activities set forth above. We reserve the right to make modifications to the Application at any time without prior notice.

Merchant may provide Promotional Content to Customers through the Application as we permit in our sole discretion. Merchant shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality and validity of all Promotional Content. Merchant represents and warrants that no Promotional Content infringes on the rights, including the intellectual property rights of any third party. We reserve the right, in our sole discretion, to remove any Promotional Content that we deem undesirable or that violates these Terms at any time, without prior notice, or to require Merchant to do so. We do not claim ownership of Promotional Content; however, Merchant grants us a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Promotional Content for the purposes of these Terms and the Application, including the right to exercise this license through independent contractors.

We shall determine all promotion, advertising, and distribution of the Application; however, Merchant may re-publish adverting and marketing materials we have previously approved in order to promote the Application.

All promotion, advertising and distribution of the Application and Services shall be consistent with our standard policies and reputation. We and you (each a party and collectively the “Parties”) may agree in writing to include a reference to the other party and its logo on its website, marketing, and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other. The Parties may agree to issue a joint press release or other advertising content in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties and promoting the Application. The text of such press release and announcements shall be mutually agreed to by the Parties prior to publication, except that either party may re-publish information contained in a previously approved press release, including on a party’s website and in marketing materials.

1. Our Property. Title to and ownership of and all proprietary rights in or related to (a) the Website and the Application, and all related documentation and all enhancements, derivatives, bug fixes, or improvements to the foregoing; (b) all of our trade names, trademarks, and logos, including without limitation all Discovery Map trademarks (including without limitation, the trademarks bearing registration nos. 4,423,798; 3,888,532; 4,024,395; 2,308,880; 3,234,851) and all Local Loot trademarks (including without limitation the trademarks bearing serial nos. 88536603; 88556557); and, (c) all data collected by our server side software with regard to the foregoing (collectively, “Our Property”) shall at all times remain solely with us or our licensors.
2. Merchant Property. Ownership of and all proprietary rights in or related to Promotional Content and all the trade names, trademarks, and logos of Merchant shall at all times remain with Merchant and its licensors (collectively, “Merchant Property”).

We may provide Merchant with certain specified data regarding Customers and may include, for example, customer’s name, number of visits, visit details, offers, usage, Facebook profile link, etc. (“Customer Data”). Merchant agrees that it shall at all times comply with our privacy policy and all applicable law, rules and regulations with respect to all Customer Data and all uses thereof. Merchant shall defend, indemnify, and hold harmless Discovery Map and its owners, officers, directors, shareholders, members, employees, agents, affiliates, and consultants for all breaches of Merchant’s obligations under this provision.

Merchants may contact us with regard to the support for the Application using email at contact@localloot.app or using other forms of communication as described on our website.

Merchant acknowledges that we may disclose to Merchant certain confidential information belonging to and relating to us and/or the Application. Merchant may disclose to us certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the termination of these Terms and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party; (ii) received by the Receiving Party from any third party without restrictions; (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Merchant will not disclose any information regarding the results of any testing or evaluation of the Application to any third party without our prior written consent.

1. Merchant Warranties. Merchant represents and warrants that the Promotional Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening, or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral, or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations, and rules, including all applicable law regarding advertising, marketing, and promotional content and services.
2. Merchant Indemnification. Merchant shall defend, indemnify, and hold us harmless from and against any and all suits, proceedings, assertions, damages, costs, liabilities, or expenses (including court costs and reasonable attorneys’ legal fees) which we may suffer or incur in connection with any actual claim, demand, action, or other proceeding by any third party arising from or relating to (i) a claim that the Promotional Content infringes or violates any third party intellectual property rights (provided however, that Merchant shall have no obligation to indemnify us where such claim of infringement relates solely to Our Property incorporated in the foregoing); (ii) use of any Customer Data not in compliance with our then-current privacy policy or in violation of applicable law, rule, or regulation; or (iii) any other breach of these Terms, including the representations and warranties set forth herein.
3. DISCLAIMER. THE WEBSITE, APPLICATION, AND RELATED DOCUMENTATION ARE PROVIDED “AS-IS.” WE EXPRESSLY DISCLAIM ANY WARRANTIES, INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION, AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION IS AT MERCHANT’S OWN RISK, AND WE DO NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION, INCLUDING WITHOUT LIMITATION ANY MISTAKES OR INACCURACIES IN VALUE CREATED OR MADE AVAILABLE THROUGH THE APPLICATION.

IN NO EVENT SHALL WE, OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SHAREHOLDERS, BE LIABLE TO YOU, ANY CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE WEBSITE OR THE APPLICATION. IN ANY CASE, LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT RECEIVED IN TRANSACTION FEES FROM YOU. TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES, IN SUCH CASES, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

PLEASE READ THIS ENTIRE SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION OF MOST DISPUTES INSTEAD OF LITIGATION IN COURT, AND AFFECTS LEGAL RIGHTS THAT YOU MAY OTHERWISE HAVE. IT INCLUDES A CLASS ACTION AND JURY TRIAL WAIVER.

Access to and use of the Website, the Application, and this Agreement are governed by the laws of the State of Vermont, USA, without giving effect to any conflicts of law or choice of laws principles thereof.

YOU HEREBY CONSENT THAT ANY CLAIM, CONTROVERSY, OR DISPUTE RELATED TO OR ARISING OUT OF ACCESS TO AND USE OF THE WEBSITE, APPLICATION, OR THIS AGREEMENT (OR THE BREACH THEREOF) – WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHER LEGAL THEORY (“DISPUTES”) – SHALL BE RESOLVED BY BINDING CONFIDENTIAL ARBITRATION BEFORE A SINGLE ARBITRATOR. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS ADMINISTRATIVE RULES, AS APPLICABLE, AND ITS COMMERCIAL ARBITRATION RULES. ALL ARBITRATION HEARINGS OR SIMILAR PROCEEDINGS SHALL BE HELD IN WAITSFIELD, VERMONT, UNLESS WE AND YOU OTHERWISE AGREE. THE PAYMENT OF ADMINISTRATIVE AND ARBITRATION FEES AND COSTS WILL BE GOVERNED BY THE AAA COMMERCIAL RULES.

NOTWITHSTANDING THE PREVIOUS PARAGRAPH, WE AND YOU MAY BRING SUIT IN A FEDERAL OR STATE COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS IN THE LIMITED CIRCUMSTANCES DETAILED BELOW.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ARBITRATION OF ALL DISPUTES SHALL PROCEED ON AN INDIVIDUAL BASIS. BOTH WE AND YOU WAIVE ALL RIGHTS TO ARBITRATION OF DISPUTES AS A CLASS ACTION OR IN A REPRESENTATIVE CAPACITY.

WE AND YOU FURTHER AGREE THAT DISPUTES MAY NOT BE AGGREGATED OR CONSOLIDATED, UNLESS WE AND YOU OTHERWISE AGREE IN WRITING.

This arbitration clause does not amend or modify any rights or obligations under any franchise agreement or any other contract that you might have with us or our affiliated entities. All DISPUTES within the scope of those agreements, shall be resolved according to the dispute resolution provisions of those agreements.

Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction.

You understand that, in return for your agreement to this Section 11, we are able to offer you the use of the Website, Application, and Services in accordance with the Terms, and that your agreement to this Section is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any DISPUTE:

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
• YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY SUCH DISPUTE;
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, and
• YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY SUCH DISPUTE.

Any dispute or controversy concerning the enforceability or scope of the arbitration clause will be resolved pursuant to the Federal Arbitration Act 9 U.S.C.1-16 (“FAA”), despite any other choice of law provision.

Notwithstanding the foregoing, nothing in this Section shall prohibit you or us from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of the Terms until an arbitrator can be empaneled and determine whether such temporary relief should continue or be modified or terminated.

1. Termination. Either party may terminate these Terms with advance written notice of thirty (30) days; provided, however, that we may terminate these Terms and all rights granted hereunder without notice if you shall use or market the Application in violation of any applicable law, rule or regulation, or these Terms.
2. Effect of Termination. Upon expiration or termination of these Terms for any reason, (a) Merchant shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all services provided to its customers through the Applications; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Merchant shall cease the use of all Our Property and shall promptly return to us all copies of our Confidential Information or destroy same, at our discretion.
3. Survival. Sections ‎3 (Restrictions), ‎5 (Intellectual Property), ‎6 (Customer Data), ‎8 (Confidentiality), ‎9 (Warranties; Indemnification; Disclaimer), ‎10 (Limitation of Liability) and 11 (Dispute Resolution) any accrued and unpaid payments, and this section 12.3 shall survive the termination or expiration of these Terms for any reason.

In order to participate in the Application, you will be provided with access to an online dashboard through the Website from where you can post and upload certain limited information about your business to the Application and register your business for participation in the Discovery Dollar system. By clicking “ACCEPT” below, you agree to participate in the Application in a fair and non-abusive manner. You agree to our pricing plans as presented and described by us on the Website and on the Application. You agree that by using the Application, you shall honor the value system described herein and shall remain solely liable for any rewards offered to Customers through the Application. You shall fully indemnify and hold us harmless for your failure to honor the value system or satisfy any of your obligations to the Customer as provided herein or through the Application.

The Services offered on the Application require you to pay Transaction Fees. By using the Application and participating in the Services, you agree that you shall pay the Transaction Fees. We reserve the right to change our prices at any time. You authorize us directly or through third parties, to make any inquiries we consider necessary to validate your account and financial information that you provided while signing up for the Application. All Transaction Fees are charged automatically using the payment method registered with the Application.

You agree and understand that the Website and Application are not targeted towards individuals who are under the age of thirteen (13). You shall not knowingly allow anyone under thirteen years of age or under the age of legal majority to provide any personal information about themselves (such as their name, email address, and phone number) over the internet. If you learn that information has been collected from a child under thirteen, you shall promptly notify us in writing pursuant to the notice provision herein.

Discovery Map and Merchant are, and intend to remain, independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant, or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice, or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.

These Terms, including any other terms, conditions, and policies referenced herein, together with any legal notices published on the Website or Application, shall constitute the complete understanding and agreement between Merchant and Discovery Map, and shall supersede and cancel all other agreements, except as expressly provided otherwise by us.

You may terminate your use of the Application by notifying us in writing as required by these Terms at: contact@localloot.app (provide contact information)

Our failure to insist upon or enforce strict compliance with any provision of these Terms shall not be construed as a waiver of any provision or rights.

We may assign our rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms.

If any provision of these Terms or the application of any such provision to any person or circumstance is held invalid, illegal, or unenforceable for any reason whatsoever, the remaining provisions of these Terms and the application of such provisions to other persons or circumstances shall not be affected. To the fullest extent possible, the court or dispute resolution authority finding such provision invalid, illegal, or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification within the bounds of validity, legality, and enforceability.

The headings for each of these Terms are for convenience of reference only. Such headings shall be ignored in the interpretation or construction of any of these Terms.